Corporate Governance

Corporate Governance

Duni AB is a Swedish limited public company which has been listed on NASDAQ in Stockholm since November 14, 2007. Governance of Duni takes place through General Meetings, the Board of Directors and the CEO, as well as Duni’s group management, in accordance with, among other things, the Swedish Companies Act, the Company’s Articles of Association and rules of procedure for the Board of Directors and the CEO. Representatives from Duni’s group management also serve as directors on the boards of subsidiaries.

Duni has undertaken to NASDAQ Stockholm to apply the Swedish Corporate Governance Code (the “Code”), which is applied by all Swedish companies whose shares are admitted to trading on a regulated market in Sweden. Duni applies the Code in its entirety.

General shareholders´ meetings

The General Meeting is the highest decision-making body. Here, the shareholders exercise their influence by voting on central issues, such as the adoption of the income statements and balance sheets, allocation of the company’s profits, discharge from liability for the directors and the CEO, election of Board of Directors and auditors, and compensation to the Board of Directors and auditors.

In accordance with the Swedish Companies Act, notice to attend Duni's annual general meeting must be given not earlier than six weeks and not later than four weeks prior to the meeting. Notice should be given through an announcement in Post och Inrikes Tidningar (The Official Gazette) and on Duni's website. Information about the notice is announced in Svenska Dagbladet and Sydsvenskan. In order to participate at a general meeting, a shareholder must notify the company thereof not later than the date stated in the notice.

Notice of the AGM

Bulletin

Presentation from 7 May, only in Swedish

Minutes

CEO's speach, only in Swedish

Documentation to the AGM

Notice of the AGM

Nomination committee

The Nomination Committee nominates the persons to be proposed at the Annual General Meeting for election to Duni’s Board. Proposals are also produced regarding auditor fees, Board fees for the Chairman of the Board and other directors, as well as compensation for committee work. All proposals are presented at the Annual General Meeting as well as in the notice to attend and on the website prior to the Annual General Meeting. The Nomination Committee shall be comprised of representatives of Duni’s three largest shareholders as per September 30.

The following persons served on the Nomination Committee, which is charged with presenting proposals to the Annual General Meeting in 2017 regarding the composition of Duni's Board of Directors, etc.:

Annual General Meeting 2017

During the period pending the 2017 Annual General Meeting, the Nomination Committee held two meetings at which minutes were taken. The work of the Nomination Committee begins by reviewing the independent evaluation of the current Board, which is carried out each year. The Nomination Committee considers that the Board functions well, that a composition comprising only five members provides for an effective Board of Directors, and that all directors are duly engaged and committed, including employee representatives. The Nomination Committee also notes that the Board is comprised of a sound and relevant mix of gender, skills and experience. The Nomination Committee proposed the re-election of the directors Johan Andersson, Pauline Lindwall, Alex Myers, Pia Rudengren and Magnus Yngen.

Mr Yngen holds a Master of Engineering and Licentiate of Technology from the Royal Institute of Technology, Stockholm.

Elected 2008

Shares in Duni: 6,000

Independent in relation to the Company, company management and Duni’s larger shareholders

Johan Andersson

Born 1978

CEO and President and board member of Mellby Gård AB and several board assignments within the Mellby Gård Group

Work experience: CEO of Smarteyes International AB, employed at EQT Partners AB

Master of engineering, Chalmers University of Technology and MBA from INSEAD, Singapore

Elected 2016

Shares in Duni: 14,094,500

Considered as independent of the company, the company management but not of Duni’s major shareholders

pauline Lindwall

Born 1961

Director Celesio AG and Lantmännen

Work experience: Category Director Coffee France and Southern Europe, Kraft/Mondelez, SwitzerlandSeveral years of experience in various executive positions within the Nestlé Group both in Asia and Europe such as Country Business Manager Nestlé Nutrition in Germany and Indonesia

Ms. Lindwall holds a Bachelor of Science in BAE from the University of Växjö.

Elected 2014

Shares in Duni: 1,000

Independent in relation to the Company, company management, and Duni’s largest shareholders.

Alex Myers

Born 1963

Work experience:

President and CEO, Getinge ABPresident and CEO, Hilding Anders GroupPresident, ArjoHuntleigh/Executive Vice President Getinge GroupSenior Vice President, Western Europe and Global Sales & Marketing as well as member of the management group of Carlsberg BreweriesVice President Marketing & Innovation and member of the management group of Pripps-Ringnes (Orkla Drinks)Several middle management positions at Unilever in Sweden and Germany

Tapio Nieminen

Mr Nieminen is employed as an operator at the steam power station at Rexcell Tissue & Airlaid AB

Elected 2017

Shares in Duni 0

Not independent in relation to the company

BOARD & BOARD COMMITTEES

Board

Audit

Remuneration

Magnus Yngen

chairman, independent

member

member

Pauline Lindwall

member, independent

chairman

Alex Myers

member, independent

member

Pia Rudengren

member, independent

chairman

Johan Andersson

member, not independent*)

member

Per-Åke Halvordsson

union representative, not independent**)

Tapio Nieminen

union representative, not independent**)

*) not independent in relation to Duni's larger shareholder**) not independent in relation to Duni

Remuneration Committee

The Remuneration Committee prepares issues concerning remuneration and other benefits for corporate management, while decisions thereon are taken by Duni’s Board of Directors. Compensation and benefits for corporate management are evaluated through comparisons with market data provided by external sources. Such data demonstrates that Duni has competitive compensation levels and that the total compensation package is reasonable and not excessively high. Once a year, the Remuneration Committee evaluates the performance of senior executives and also certain second-tier managers in accordance with a systematic procedure.

The Remuneration Committee held three meetings in 2017 and comprises three members; Pauline Lindwall (Chairman), Johan Andersson and Magnus Yngen. The CEO participates at the meetings, as does the HR Director, who serves as a secretary at meetings of the Remuneration Committee.

Audit Committee

Duni’s Audit Committee is responsible for ensuring the quality of the Company’s financial and business reporting. The Committee also evaluates Duni’s internal control processes and management of financial and operating risks. A special iterm on the yearly agenda addresses fraud and anti-corruption. The Committee meets regularly with the Company’s auditors in order to obtain information regarding the focus and scope of the external audit and to evaluate the work of the external auditors. The evaluation also covers the scope of any non-audit-related work performed by the auditors on behalf of Duni. When preparing a proposal regarding the election of auditors and compensation for audit work, the Nomination Committee is assisted by the Audit Committee.

The Audit Committee held four meetings in 2017 and comprises three members: Pia Rudengren (Chairman), Magnus Yngen and Alex Myers. The CFO and the Group Accounting manager, as well as the auditors, participate at all meetings.

Management team

johan Sundelin

Born 1969

President and Chief Executive Officer of Duni since October 2017.

Johan Sundelin held the position of CEO for Santa Maria within Paulig Group. Before this, he was CEO at Abba Seafood within the Orkla Group.

Johan Sundelin is Director of Svenska Retursystem AB as well as DLF and DLF Service AB.

Johan Sundelin holds a MSc in Business Administration from Umeå and York

University. Shares in Duni: 1,000

mats lindroth

Born 1960

Chief Financial Officer at Duni since 2009 and has been employed at Duni since 1987. Mats Lindroth holds a MSc in economics and business administration from the Stockholm School of Economics.

Shares in Duni: 25,200

fredrik malmgren

Born 1974

Director Operations at Duni since 1 March 2015.

Fredrik Malmgren's most recent position was as founding partner at Montell & Partners AB, where he primarily focused on leading production and supply chain projects for multinational companies.

Sofie Lindström

Born 1974

HR Director at Duni since June 2016.

Sofie has been employed at Duni since 2007 and comes from a position as HR Manager for the Nordics. Before that she worked with Product Development in Table Top and as Category Manager for Meal Service. Prior to Duni, Sofie Lindström has held a Managerial position at Accenture.

Sofie has a Bachelor in Economics from Pacific Lutheran University in Seattle, USA.

Shares in Duni: 400

Thomas Lööb

Born 1957

Corporate Development Director in Duni since 2012 and member of Duni Management Team since October 2015.

Thomas Lööb has been employed by Duni since 1996 and has held several positions within Innovation and R&D.

Chairman of the Board at Rexcell Tissue & Airlaid AB since 2014.

Thomas Lööb holds a Master of Science Chemical Engineering from University of Lund

Shares in Duni 6,000

robert dackeskog

Born 1971

Director Business Area Table Top since November 2015 and before that Director Business Area Consumer since August 2012.

Robert Dackeskog comes from the Findus group and has most previously been Managing Director Findus Denmark / Foodservice & Export Director within Findus Sweden.

Robert Dackeskog has a MSc in business administration from the University of Gothenburg.

Shares in Duni: 5,000

linus lemark

Born 1977

Director Business Area Meal Service since May 2012.

Linus Lemark has before that been Innovation Director at The Absolut Company AB and Vice President at Aquavit in New York.

During the years 2007-2009 Linus Lemark was Corporate Development Manager respectively Marketing Manager Duni Food Solutions at Duni.

Linus Lemark has a MSc in economics and business administration from the Stockholm School of Economics.Shares in Duni: 5,000

anna lundqvist

Born 1973

Business Area Director Consumer since August 2016.

Anna has been employed at Duni since 2005 and comes from a position as Marketing Director for Consumer. Before that she worked as Sales Director for Consumer Nordics, and Business Controller at Table Top Nordics resp. Consumer. Prior to Duni, Anna has held a Management Consultant position at BearingPoint.

Anna Lundqvist has a Master’s degree in Business Administration from Lund University.

Shares in Duni: 0

patrik söderstjerna

Born 1964

Director Business Area New Markets since January 2014.Previously Director Business Development / New Markets and before that President of Rexcell Tissue & Airlaid AB since 2007.

In the years before that Mr. Söderstjerna has been Chief Executive Officer of Zarlink Semiconductor AB, Advanced Printing Ascherleben GmbH and Finotech Verbundstoffe GmbH.

Patrik Söderstjerna has a MSc in mechanical engineering from the the Faculty of Engineering at Lund University.

Shares in Duni: 9,700

Risk factors for Duni

A number of risk factors may affect Duni's operations in terms of both operational and financial risks. Operational risks are normally handled by each operating unit and financial risks are managed by the Group's Treasury department, which is included as a unit within the Parent Company.

Operational risks

Duni is exposed to a number of operational risks which it is important to manage. The development of attractive product ranges, particularly the Christmas collection, is very important in order for Duni to achieve satisfactory sales and income growth. Duni addresses this issue by constantly developing its range. Approximately 25% of the collection is replaced each year in response to, and to create new, trends.

A weaker economic climate over an extended period of time in Europe could lead to a reduction in the number of restaurant visits. Reduced market demand and increased price competition, may affect volumes and gross margins partly through increased discounts and customer bonuses. Fluctuations in prices of raw materials and energy constitute an operational risk which has an impact on Duni's operating income.

Financial risks

Duni’s finance management and its handling of financial risks are regulated by a finance policy adopted by the Board of Directors. The Group divides its financial risks between currency risks, interest rate risks, credit risks, financing and liquidity risks. These risks are controlled in an overall risk management policy which focuses on unforeseeability on the financial markets and endeavors to minimize potential adverse effects on the Group’s financial results. Duni's management of financial risks is described in greater detail in the Annual Report as per 31 December 2016.

Auditors

At the Annual General Meeting held on May 3, 2017, PricewaterhouseCoopers AB was elected auditor, with Eva Carlsvi as auditor-in-charge.

The auditors review the annual accounts and the Annual Report as well as the Company’s ongoing operations and routines in order to express an opinion regarding the accounts and management by the Board of Directors and the CEO.

The audit of the annual accounts and Annual Report is conducted in January-February. Thereafter, compliance with the Annual General Meeting’s guidelines regarding remuneration for senior executives is audited. The auditors participate at all meetings of the Audit Committee during the year. In October, an interim audit is carried out in combination with a general review of Duni’s report for the third quarter.

In addition to Duni, Eva Carlsvi is also auditor-in-charge in respect of, among other companies, BE Group AB (publ), Eolus Vind Aktiebolag (publ), E.ON Nordic Aktiebolag and Kappahl AB (publ). Eva Carlsvi is an authorized public accountant and member of FAR SRS. Apart from the audit engagement, fees to PwC for other engagements during 2016 totalled SEK 4.8 (2015: SEK 3.0).

Articles of association

The current articles of association were adopted at the Annual General Meeting held on May 6, 2009. They provide, among other things, that the registered office shall be in Malmö, that members of the Board of Directors shall be elected each year for a term of office until the close of the next Annual General Meeting, and that each share shall carry one vote.

The articles of association are adopted by the general shareholders' meeting and contain certain mandatory information of a fundamental nature for the company.

Duni's articles of association provide, among other things, that the directors are elected each year at the annual general meeting for a term until the close of the next annual general meeting. All shares in Duni carry equal voting rights.

§ 1The company’s name is Duni AB (Reg. No. 556536-7488). The company is a public company (publ).

§ 2The object of the company’s business is to, directly or indirectly, conduct business in production, development and sales of consumer related articles for serving and packaging of meals, and any other activities compatible therewith.

§ 4The company’s share capital should be not less than SEK forty million ten thousand (40,010,000) and not more than SEK one hundred sixty million forty thousand (160,040,000).

§ 5The company should have not less than thirty two million eight thousand (32,008,000) shares and not more than one hundred twenty eight million thirty two thousand (128,032,000) shares.

§ 6The board of directors elected by the shareholders’ meeting should consist of not less than three (3) members and not more than twelve (12) members.In addition to the members of the board of directors elected yearly at the general annual meeting, a member of the board and deputy member of the board can from time to time be appointed in accordance with the Private Sector Employees Act (1987:1245).

§ 7The company must have one (1) or two (2) auditors and one (1) or two (2) deputy auditors, or a registered public accounting firm be elected.

§ 8The company’s financial year is to comprise 1st January – 31st December.

§ 9Shareholders’ meeting is to be held yearly within six months from the end of each financial year. The shareholder’s meeting is to be held in Stockholm or Malmö, Sweden, at the discretion of the board of directors.

The following business shall be addressed at the annual shareholders’ meetings:

Election of a chairman of the meeting;

Preparation and approval of the voting list;

Election of one or two persons who shall approve the minutes of the meeting;

Determination of whether the meeting was duly convened

Approval of the agenda;

Submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;

Resolutions regardinga) The adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;b) Resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;c) Resolutions regarding discharge of the members of the board of directors and the managing director from liability;

Determination of fees for members of the board of directors and auditors;

Election of the members of the board of directors and, where applicable, auditors and deputy auditors;

Other matters, which are set out in the Swedish Companies Act (2005:551) or the company’s articles of association.

§ 10Notice convening a general meeting shall be given by announcement in Post- och Inrikes Tidningar and on the company's website. It shall be announced in Svenska Dagbladet that notice of a general meeting has been made. The notices shall be published within the time limits stipulated in the Swedish Companies Act (2005:551).

§ 11Shareholders who want to participate in shareholders’ meetings are to notify the company not later than 4.00 pm CET the day which is specified in the notice to the meeting. The last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and not fall earlier than the fifth weekday prior to the meeting.

§ 12The company’s shares are to be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).